DocuSign Envelope ID: 0AC76F2B-E21F-4146-9F1A-DACE384FEBFD

CONTRACT FOR
THE STATE OF TEXAS BROADBAND AVAILABILITY MAP AND RELATED SERVICES
BETWEEN
TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
AND
LIGHTBOX PARENT, L.P.

This Contract for the State of Texas Broadband Availability Map and Related Services (“Contract”) is entered
into by the Texas Comptroller of Public Accounts (“CPA”), an agency of the State of Texas, and LightBox
Parent, L.P. (“Contractor” or “Successful Respondent”), a Delaware limited partnership, with offices located at
5201 California Avenue, Suite 200, Irvine, CA 92617.

I. Recitals

WHEREAS, on February 14, 2022, CPA issued a Request for Offers No. 909-22-1016TT (“CPA’s RFO”) to
solicit pricing from qualified vendors for the creation and maintenance of the State of Texas Broadband
Availability Map, and related services;

WHEREAS, Contractor submitted an Offer dated March 31, 2022, in response to CPA’s RFO (“Contractor’s
Offer”);

WHEREAS, Contractor submitted a Revised Price Sheet (Revised Price Sheet) in response to CPA’s request for
Contractor’s Best and Final Offer (Contractor’s BAFO) on May 31, 2022;

WHEREAS, Contractor was selected as the Successful Respondent under CPA’s RFO; and

WHEREAS, the parties desire to memorialize the negotiated terms and conditions of the agreement and to
specify the order of priority of the contract documents.

NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:

II. Services and Performance

2.1 Contractor shall provide to CPA all of the services and other deliverables (“Services”) as described in and in
the manner required by all of the following documents as requested by CPA:

• The Purchase Order (PO) and PO Change Notices, if any;

• This Contract (excluding Exhibits);
• Exhibit A: Revised Price Sheet;
• Exhibit B: CPA’s RFO;
• Exhibit C: Contractor’s BAFO; and
• Exhibit D: Contractor’s Offer.

All of the above Exhibits are attached to and incorporated as part of this Contract for all purposes.

In the case of conflicts between this Contract (excluding Exhibits) and any of the attached Exhibits, the
following shall control in the following order of priority:

1. The Purchase Order (PO) and PO Change Notices, if any;

2. This Contract (excluding Exhibits).
3. Exhibit A: Revised Price Sheet.
4. Exhibit B: CPA’s RFO.

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5. Exhibit C: Contractor’s BAFO.

6. Exhibit D: Contractor’s Offer.

2.2 Contractor shall create, maintain, and provide related services necessary to support the Texas Broadband
Availability Map as described in Exhibit B (CPA’s RFO) and Exhibit D (Contractor’s Offer), Section 3.A.
(Scope of Services), Appendices A through I, and Section 3.B. (All Offered Optional Features, Products or
Services), at rates not to exceed those specified in Exhibit A (Revised Price Sheet) to this Contract.

2.3 For as long as CPA has a current maintenance and support agreement in place with Contractor, Contractor
warrants that the software it has provided will substantially conform to the functional descriptions contained
in Exhibit D (Contractor’s Offer) or their functional equivalent, or Contractor’s documentation. Future
functionality may be updated, modified, or otherwise enhanced through Contractor’s maintenance and support
services, and the governing functional descriptions for such future functionality will be set forth in
Contractor’s then-current documentation.

III. Personnel

Contractor shall act as an independent contractor in providing services under this Contract. Contractor’s
employees shall not be construed as employees of CPA in providing services under this Contract. Contractor
shall assign only qualified personnel to this Contract. Contractor represents and warrants that none of its
employees, including, but not limited to, those authorized to provide services under this Contract, are present or
former employees of CPA during the preceding twelve (12) months from the date of execution of this Contract.

IV. Terms and Conditions

All terms and conditions of Exhibit B (CPA’s RFO) to the Contract shall apply except as provided in this Section.
The negotiated terms and accepted exceptions to CPA’s RFO are as follows:

1. Section II., Part D.9.10.B of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

B. Project Work Plan. The Project Work Plan, provided by Successful Respondent and finalized
with the input of the CPA Project Manager, shall include all tasks to be performed by Successful
Respondent and CPA personnel as well as an organizational chart (i.e., names, titles, contact
information for Successful Respondent’s project personnel), the steps to be utilized by CPA for
escalation in the event of performance issues, and a Project Timeline. The Project Work Plan
must demonstrate the approach and methodology, which must incorporate Agile principles, that
Successful Respondent will use to deliver Implementation Services. Successful Respondent shall
monitor, update, and, as appropriate, develop further detail for the Project Work Plan. Successful
Respondent is required to track actual schedule versus the baseline approved schedule. Project
Work Plan “actual” schedule must be maintained by Successful Respondent on at least a weekly
basis. The Project Work Plan must include the following:
• A Work Breakdown Structure (WBS) or a Product Backlog;
• Risk events identified based on activities, a cause of the risk, and any mitigations
proposed, should be provided for each risk;
• A logical sequence of tasks, deliverables, and milestones including grouping in sequential
Agile sprints;
• A clear narrative definition of each task, deliverable, and milestone;
• A specific target completion date for each task, deliverable, and within sequential Agile
sprints;
• Acceptance timeframes for deliverables;
• Itemized prices for each deliverable/milestone;

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• Task and deliverable relationships and dependencies; and

• Identification of the critical path for the work plan to allow the determination of impacts
on any schedule slippage

2. Section II., Part L.1 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

L.1. Implementation Services

Payments to Successful Respondent for Implementation Services deliverables/milestones, as

identified in the Project Work Plan prepared in accordance with Section II., Part D.9.10.B. and
I., shall only be payable upon completion and final acceptance of each deliverable/milestone
according to the Acceptance Criteria and processes set forth in this RFO. The total cost for such
deliverables/milestones shall not exceed the amounts set forth in Contract Exhibit A (Revised
Price Sheet), Price Schedule 1. In the event that all deliverables/milestones identified in the
Project Work Plan are not completed as of the end of the Initial Term, the fees payable for
Implementation Services in the 2nd Year Term under Price Schedule 1 shall become due and
payable upon completion of such deliverables/milestones, and the amounts payable for the
Implementation Services for any subsequent contract term(s) shall become due upon
commencement of said contract term(s). Payments under this section shall be made in
accordance with the Texas Prompt Payment Act, Chapter 2251 of the Texas Government Code.

3. Section II., Part D.6.1.B of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

B. [Intentionally deleted.]

4. Section II., Part D.7.2.A(1)(a) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and
replaced with the following:

(a) Successful Respondent acknowledges that CPA is an agency of the State of Texas and CPA’s
business operations include any activities consistent with its statutory authority including, but not
limited to, the implementation and management of Web Applications that are utilized by
members of the public. For the avoidance of doubt, unlimited public access to the System shall be
considered an authorized use of the Licensed Software. For purposes of clarification,
notwithstanding anything to the contrary in this RFO, the System will be limited to non-
commercial use solely in connection with this Texas broadband mapping project.

5. Section II., Part D.7.2.A(1)(b) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and
replaced with the following:

(b) Under any contract resulting from this RFO, Successful Respondent must grant CPA a non-
exclusive, irrevocable, universal license to the IP rights for the purposes of (1) using, displaying
and performing the Licensed Software in connection with CPA’s network; (2) using, displaying
and performing the Licensed Software in connection with backup and disaster recovery
procedures in the event of destruction or corruption of the Licensed Software or disasters or
emergencies which require CPA or any of its affiliates to initiate disaster recovery procedures; (3)
using one copy of the Licensed Software for test and development purposes in a non-production
environment; and (4) making, reproducing and distributing the Licensed Software copies and
related Documentation, either electronically or otherwise, to the extent necessary to fully utilize
the license rights granted in (1), (2), and (3). CPA shall not permit any Licensed Software to be
used by any other person, except for employees, agents, consultants, outsourcing companies and
contractors who need to use the Licensed Software in the performance of their duties for CPA and

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who are authorized and enabled by CPA, under CPA’s written agreement, to access and utilize
the Licensed Software. For purposes of clarification, notwithstanding anything to the contrary in
this RFO, the license above will be limited to non-commercial use solely in connection with the
Texas broadband mapping project (unless a further use is negotiated and agreed in the contract
resulting from this RFO).

6. Section II., Part D.7.2.B(1) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and
replaced with the following:

(1) [Intentionally deleted.]

7. Section II., Part D.7.2.C(1) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and
replaced with the following:

(1) Successful Respondent grants CPA a personal non-transferable and non-exclusive right to use and
access, all Services and other functionalities or services provided, furnished or accessible; and,
for the avoidance doubt, unlimited public access to the System shall be considered an authorized
use of the System. CPA is authorized to access CPA Data (as defined in this RFO) and any
Successful Respondent-provided data as specified herein and to transmit revisions, updates,
deletions, enhancements, or modifications to CPA Data. This shall include the right of CPA to,
and access to, Support without Successful Respondent requiring a separate maintenance or
support agreement. User access to the Services shall be routinely provided by Successful
Respondent and may be subject to a more specific Service Level Agreement (SLA) agreed to in
writing by the parties. CPA shall notify Successful Respondent of any unauthorized use of any
password or account, or any other known or suspected breach of security access. CPA also agrees
to refrain from taking any steps, such as reverse engineering, reverse assembly or reverse
compilation to derive a source code equivalent to the Services or any portion thereof. Use of the
Services to perform services for commercial third parties (so- called “service bureau” uses) is not
permitted, but the State may utilize the Services to perform its governmental functions. If the
Services fees are based upon the number of Users and/or hosted instances, the number of
Users/hosted instances available may be adjusted at any time by mutual agreement. For purposes
of clarification, notwithstanding anything to the contrary in this RFO, the use of the Services by
CPA or any User will be limited to non-commercial use solely in connection with this Texas
broadband mapping project.

8. Section II., Part D.7.B. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

B. Response Times

Successful Respondent shall respond to service requests in accordance with the priority and
within the maximum response times listed in Table 3 (Maximum Response Times). Response
Time is defined as the period between Successful Respondent’s receipt of a service call from
CPA and the time until Successful Respondent’s service technician responds with repair efforts
underway. Repair Time is defined as the timeframe for Successful Respondent to complete the
Software

Table 3: Maximum Response Times

SEVERITY DESCRIPTION MAX RESPONSE

LEVEL TIME
(Clock Hours)
The software in the production environment is not available; Key
Severity 1 (S1) – • Within one (1)
features or functionality of the software in production are not
Critical hour of receipt
available or inaccessible to all users and there are no acceptable
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workarounds. Any problem or condition that results in material during business

error of essential and/or non-essential processes that may expose hours.
LightBox or its clients to significant financial or legal risk. • Within four (4)
hours during non-
business hours.
• Within one (1)
hour of receipt
The software in the production environment in part or in whole is
during business
Severity 2 (S2) – seriously affected and operationally limited and no acceptable
hours.
Major workaround or alternative solution is readily available. The
majority of end users are affected. • Within four (4)
hours during non-
business hours.
• Within twenty-
four (24) hours of
receipt during
business hours
Monday to
The software in the production environment is restricted but
Severity 3 (S3) – Thursday.
operational, and no acceptable workaround or alternative solution
Minor • Within ninety-six
is readily available. Some of the end users are affected.
(96) hours of
receipt Friday
through start of
business
Monday.
The software in the production environment is operational and
Within five (5)
Severity 4 (S4) – there is an alternate solution available; minor issues that do not
business days of
Info adversely restrict any production process or function; questions or
receipt.
requests regarding functionality of the software.

9. Section II., Part D.7.4.B. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

B. CPA shall notify Successful Respondent if the Services are not in good working order or
inaccessible during the term of the Agreement. Successful Respondent shall, at its option, either
repair, replace or reperform any Services reported or discovered as not being in good working
order and accessible during the applicable contract term without cost to CPA.

If the Services monthly availability averages less than 99.9% (excluding agreed-upon
maintenance downtime and items described in Clause D below), CPA shall be entitled to receive
automatic credits as indicated immediately below. If not otherwise provided, the automatic
remedies for nonavailability of Services during a month are:

A 6% service credit applied against future fees if Successful Respondent does not reach 99.9%
availability. The service credit shall increase by an additional 6% for each consecutive month
Services availability averages less than 99.9% (for example, the second consecutive month in
which Successful Respondent fails to meet the above described service level shall confer a 12%
service credit applied against future fees, the third consecutive month in which Successful
Respondent fails to meet the above described service level shall confer a 18% service credit
applied against future fees, etc.) Upon achieving a monthly availability average greater than, or
equal to 99.9% after consecutive months of failure to reach such average, the service credit shall
reset to 6%.

Once Successful Respondent has verified that the Services monthly availability averages less than
99.9% (excluding agreed-upon maintenance downtime and items described in Clause D below),
the credit shall be applied to the bill immediately following the month in which Successful
Respondent failed to meet the above described service level. If the Services monthly availability
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averages less than 99.9% (excluding agreed-upon maintenance downtime and items described in
Clause D below), for three (3) or more consecutive months in a rolling twelve-month period,
CPA may also terminate a contract for material breach.

10. Section II., Part D.7.4.C. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

C. Support Services. If Successful Respondent fails to meet Support Service response times for
Severity 1, 2 or 3 issues as set forth herein or in an SLA for a period of three consecutive months,
a 6% service credit will be deducted from the invoice in the month immediately following the
third month, and the 6% service credit will continue to be deducted from the monthly invoice for
each month that Successful Respondent fails to meet the support response times for the remainder
of the duration of any contract resulting from this RFO.

11. Section II., Part D.7.4.D. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

D. The warranties provided in this Part do not cover repair for damages, malfunctions or service
failures substantially caused by, and availability shall not include any downtime resulting from:

1) Actions of non-Successful Respondent personnel, software or hardware;

2) Failure to follow Successful Respondent’s written instructions relating to the Services
provided to CPA;
3) Force Majeure conditions as set forth in Section V, Part 53; or
4) CPA’s sole misuse of, or its own inability to use, the Services, including any use of the
Services not permitted by the terms of the contract.

12. Section II., Part D.8.1.(a) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

(a) Defined Terms. The term “CPA Data” refers to CPA’s information as well as other entity
information in the possession of CPA that is processed, stored, or transmitted by a computer.
CPA Data includes all data that is generated by Successful Respondent in performance of a
contract with CPA. The term “CPA Information System” refers to those devices, software,
networks, and related infrastructure that CPA owns, operates, or has obtained for use to conduct
CPA business. Devices include, but are not limited to, CPA-owned or managed storage,
processing, and communications devices, as well as personally owned devices. Notwithstanding
the above, “CPA Data” shall not include any of the following data (i) Respondent’s proprietary
data, (ii) any third party data licensed or supplied to Respondent, and (iii) any data provided by
third parties (such as ISPs) in connection with the Services.

13. Section II., Part D.8.1.(g)(2) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and
replaced with the following:

(2) Successful Respondent, including its third party software providers/licensors, shall utilize
encryption standards that are FIPS 140-2 compliant or compatible; or, alternatively, encryption
standards that meet the intent of the standards as described in FIPS 140-2. Non-FIPS 140-2
compliant or compatible encryption standards must be reviewed and approved in writing by
CPA’s Chief Information Security Officer prior to implementation or use in connection with any
contract resulting from this RFO, and such approval may not be unreasonably withheld.

14. Section II., Part D.8.1.(h) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

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(h) System Security Plan and Continuous Monitoring Plan. Successful Respondent, in collaboration
with CPA, shall develop, implement, and maintain a comprehensive written System Security Plan
that contains administrative, technical, and physical safeguards designed to: (i) ensure the
confidentiality, integrity and availability of CPA Data; (ii) protect against unauthorized access to
or use of CPA Data; and (iii) comply with all applicable legal and regulatory requirements for
data protection.

15. Section II., Part D.8.1.(l) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

(l) [Intentionally deleted.]

16. Section II., Part D.8.1.(q)(7) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and
replaced with the following:

(7) Data Center Resiliency, Environmental Protections, and Physical Security. Prior to
implementation or use of third party software provided by, or licensed to, Successful Respondent
for use in connection with any contract resulting from this RFO, Successful Respondent shall
request from any such third party a summary of said third party’s policies and procedures
regarding data resiliency in the event of natural disasters, common equipment failures,
information system failures, or physical security threats and shall provide any response from any
such third party (including all information and documentation provided by such third party) for
review and written approval by CPA’s Chief Information Security Officer. Such approval shall
not be unreasonably withheld by CPA.

17. Section II., Part D.9.7. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

D.9.7. Knowledge Transfer Services

During the contract term, Successful Respondent shall provide knowledge transfer services associated
with use and administration of the System to CPA personnel participating in the implementation and
maintenance of the System. Notwithstanding the foregoing, in no instance shall any such knowledge
transfer include or require Successful Respondent (i) to provide any of its confidential or proprietary
information to the CPA or another supplier or any third party, or (ii) to transfer, license or grant
access to any of Contractor’s intellectual property rights.

18. Section II., Part D.9.9.B. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

B. Except as otherwise mutually agreed by CPA and Successful Respondent for specific Services,
CPA’s evaluation period shall be ten (10) business days for each written deliverable. On or before
the 10th business day following receipt of a written deliverable by CPA, CPA shall either provide
Successful Respondent with (1) CPA’s written acceptance of the written deliverable, or (2)
CPA’s written rejection of the written deliverable. In the event CPA has not notified Successful
Respondent in writing of any rejection of any deliverable within ten (10) business days of
delivery of such deliverable shall be deemed to have been accepted by CPA.

19. Section II., Part D.9.11.A.(1) of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and
replaced with the following:

(1) Successful Respondent shall provide all personnel resources necessary to perform the Services
described in this RFO, unless specifically stated as the responsibility of CPA. Throughout the
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term of any contract resulting from this RFO, Successful Respondent shall:
• Provide the appropriate number of personnel to ensure the timely delivery of all Services;
• Provide qualified personnel to perform all Services required in this RFO;
• Provide CPA written notice of any plan to add, remove and replace Key Personnel; and
• Provide personnel either on-site at CPA or remotely to perform the Services.

20. Section II., Part D.9.11.C. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

C. Key Personnel

Successful Respondent shall designate its Key Personnel. As used in the contract, the term “Key
Personnel” refers to the individual(s) identified by Successful Respondent as having primary
responsibility for planning, directing, and controlling the activities in support of the Services (e.g.,
Project Manager, Technical Lead, Functional Lead) or who have critical day-today involvement in the
delivery of the Services.

21. The term “Key Individual” appearing the first sentence of Section II, Part D.9.11.E.(2) of Exhibit B
(CPA’s RFO) to the Contract is deleted and replaced with the term “Key Personnel.”

22. Section II., Part D.9.13. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

D.9.13 CPA Office Space

CPA office space may not be provided by CPA for all of Successful Respondent’s personnel that will
be providing Services under a contract resulting from this RFO. However, Services provided by
Successful Respondent’s Key Personnel, selected, and approved by CPA and those that CPA and
Successful Respondent mutually agree are required to be on-site at CPA, will be performed by
Successful Respondent’s Key Personnel at CPA offices located in Austin, Texas. When performing
the Services at CPA offices, CPA will provide workspace for Successful Respondent’s Key Personnel
to include utilization of CPA printers, guest wireless network access, phones, cubicles, and access to
electrical outlets. CPA will not provide Successful Respondent’s Key Personnel with CPA issued
desktops or notebooks; Successful Respondent shall be responsible for providing its Key Personnel
with desktops/notebooks. CPA currently has parking spaces for contract workers when performing
the Services at CPA offices; however, the continuation of these parking spaces cannot be guaranteed
over the life of the contract. If parking spaces become unavailable, then Successful Respondent’s Key
Personnel must find alternative parking arrangements during their assignments under any contract
resulting from this RFO. CPA shall not reimburse Successful Respondent or its contract worker(s) for
parking or similar expenses under any circumstances.

23. Section II., Part D.11.2.E. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

E. A CPA-approved Supplemental Services Statement of Work will be signed by CPA’s Deputy

Comptroller. Successful Respondent must sign the Supplemental Services Statement of Work in
order for such to be valid and binding on Successful Respondent, and Successful Respondent
shall not be obligated to perform any Supplemental Services unless and until the applicable
Supplemental Services Statement of Work is duly executed by CPA and Successful Respondent.
Successful Respondent must receive a Purchase Order from CPA prior to commencing any
Supplemental Services. CPA shall not prepay any amounts for Supplemental Services. Successful
Respondent shall not invoice, and CPA shall not pay for Supplemental Services which (1) deviate
from the CPA-approved Supplemental Services Statement of Work, (2) commence prior to the

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date of the revised Purchase Order, or (3) exceed the rates specified in Section IV (Mandatory
Price Sheet) of the RFO.

24. Section II., Part D.12. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced
with the following:

D.12. Liquidated Damages For Failure To Meet Go Live Date

In submitting an Offer in response to this RFO, Respondent agrees that the measure of damages in the
event of a default or breach by Successful Respondent for failure to meet the statutorily imposed Go
Live deployment date (January 1, 2023) for the State of Texas Broadband Availability Map may be
difficult or impossible to calculate. In the event Successful Respondent fails to perform services or
complete the obligations under this RFO necessary to meet the Go Live deployment date, CPA may
require Successful Respondent to pay, as liquidated damages and not as a penalty, the Implementation
Services Retention Amount described in Section II., Part L.1, and an amount equivalent to FIVE
HUNDRED AND NO/100 ($500.00) for each calendar day beyond the scheduled Go Live
deployment date during which the State of Texas Broadband Availability Map is not operational.
Imposition of these liquidated damages is CPA’s exclusive remedy for Successful Respondent’s
failure to meet the Go Live date; provided, however, that Successful Respondent’s failure to meet the
Go Live date by thirty (30) days or more shall be considered a material breach of any contract
resulting from this RFO and subject to termination in accordance with Section V. Part 26.3.
Notwithstanding anything to the contrary, Successful Respondent shall not be liable for the liquidated
damages described in this section, and Successful Respondent shall not be deemed to be in material
breach of any contract resulting from this RFO, if it fails to meet the Go Live deployment date due to
(i) the acts or omissions of CPA, or any of its employees, which cause a delay or failure of more than
48 hours by CPA to meet its obligations in a timely fashion; provided that the CPA Project Manager
received prompt written notice from Successful Respondent when Successful Respondent became
aware that Successful Respondent’s ability to meet a deliverable or milestone date was likely to be
delayed as a result of a delay or failure of more than 48 hours by CPA to meet its obligations in a
timely fashion, (ii) Force Majeure, (iii) Project Kick-off not occurring on or before August 15, 2022
for any reason other than breach of this Contract by Successful Respondent, or (iv) failure by CPA to
give Successful Respondent permission to commence data collection from Internet Service Providers
within 30 calendar days of the Project Kick-off commencement. It is understood and agreed that for
purposes of satisfying obligations for the Go Live date for deployment of the State of Texas
Broadband Availability Map, (x) data collection from Internet Service Providers over a fixed period
of 45 calendar days as proposed in the originally submitted project plan (and data received from
Internet Service Providers after the Internet Service Provider data collection period will be published
in a subsequent release of the State of Texas Broadband Availability Map), and (y) the initial State of
Texas Broadband Availability Map will be based upon the business rules and data sets that are
specified and available at the conclusion of the Internet Service Provider data collection period.

25. This following Section II. Part D.14 is added to Exhibit B (CPA’s RFO) to the Contract:

D.14 Third Party Required Terms.

The data that would be provided in the Service (“SmartFabric Data”) contains certain data obtained
from HERE North America, LLC, HERE Europe B.V. and their respective subsidiaries and affiliates
(collectively, “HERE”). Successful Respondent’s agreement with HERE requires Successful
Respondent include certain required contract terms in Successful Respondent’s agreements for the
provision of such data. The following restrictions (“HERE Required Terms”) apply to CPA’s use of
the HERE Content included in the SmartFabric Data. CPA acknowledges and agrees that HERE is a
third party beneficiary of these HERE Required Terms.

(1) CPA may only use the HERE Content as part of the data that would be provided in State of Texas
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Broadband Availability Map;

(2) CPA may not reverse-engineer or archive the HERE Content;

(3) CPA may not export of the HERE Content (or derivative thereof) except in compliance with
applicable export laws, rules and regulations;

(4) CPA must cease using the HERE Content if CPA fails to comply with the any of these HERE
Required Terms;

(5) Certain regulatory and third-party supplier restrictions and obligations (including copyright
notices) apply to the HERE Content, which restrictions and obligations can be found at
https://legal.here.com/terms/general-content-supplier/terms-and-notices;

(6) In the event CPA is the United States Government (or is an agency of a State who wishes to claim
similar rights as the United States Government), CPA agrees that HERE Content is a "commercial
item", as that term is defined at 48 C.F.R. 2.101, and is licensed in accordance with this Contract;

(7) CPA acknowledges and agrees that HERE affirmatively disclaims any warranties, express
implied or otherwise, of quality, performance, merchantability, fitness for a particular purpose and
non-infringement with respect to the HERE Content;

(8) CPA acknowledges and agrees that HERE affirmatively disclaims liability for any claim, demand
or action, irrespective of the nature of the cause of the claim, demand or action arising out of the use
or possession of the HERE Content; or for any loss of profit, revenue, contracts or savings, or any
other direct, indirect, incidental, special or consequential damages arising out of the use of, or
inability to use the HERE Content, any defect or inaccuracy in the HERE Content, or the breach of
these HERE Required Terms, whether in an action in contract or tort or based on a warranty, even if
Successful Respondent, HERE or their affiliates or suppliers have been advised of the possibility of
such damages; and

(9) CPA may not make or imply any warranties on behalf of HERE its affiliates or their data
suppliers or provide any right of liability or indemnity against HERE its affiliates or their data
suppliers.

26. Section II., Part E. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

E. Contract Resulting From this Solicitation

The term “Contract” refers to the contract resulting from this RFO, if any. Respondent’s Offer is a
legal offer to contract based upon the terms, conditions, and specifications set forth in this RFO. An
Offer becomes a contract with CPA only when a duly authorized representative of CPA issues a valid
Purchase Order (PO). CPA may award the Contract by issuing a PO only, or the PO may incorporate
by reference a formal, written agreement executed by authorized representatives of CPA and
Successful Respondent.

The Contract will be between CPA and the Successful Respondent that will be responsible and
accountable for providing the Services. The term “Successful Respondent” includes subcontractors,
suppliers, and third-party service providers of Successful Respondent (including the provider of the
instance of ArcGIS Online where the Broadband Map should be able to be accessed, whether such
instance is licensed by CPA or by Successful Respondent). Successful Respondent shall be solely
responsible to CPA for all performance by Successful Respondent’s employees, representatives,
agents, subcontractors, suppliers, third-party service providers, and similar entities.
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27. Section II., Part I.1. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

1. Criminal Background Investigation by Successful Respondent. Prior to an Assigned Personnel

commencing Services under the contract resulting from this RFO, Successful Respondent shall
conduct a criminal background investigation. No personnel will be assigned to perform any
Services who has been convicted of any felony criminal offense involving dishonesty, a breach of
trust, or money laundering. The criminal background investigation must include: (a) searches of
available court records in the jurisdictions where the Assigned Personnel have lived or worked,
from at least seven (7) years (or back to the age of majority), and (b) a global sanctions screening.

For purposes of this clause, “Assigned Personnel” includes, without limitation, all individuals
provided by Successful Respondent under the contract resulting from this RFO who will or may
(1) be assigned as Key Personnel, (2) provide Services on-site at CPA’s premises, or (3) access
CPA information resources i.e., the procedures, equipment, and software that are employed,
designed, built, operated, and maintained to collect, record, process, store, retrieve, display, and
transmit information, and associated personnel including consultants and contractors.

28. Section II., I.2. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with the
following:

2. [Intentionally deleted.]

29. Section II., Part N. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

N. PO Addition and Deletion

Any additions or deletions to products or Services must be mutually agreed in writing between CPA
and Successful Respondent, which agreement will include all applicable terms for any such addition
or deletion (including pricing).

30. Section V., Part 5. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

5. Testing Acceptance; Return; Revocation. Prior to contract award or payment, as applicable,

requested samples will be subject to inspection and testing by CPA. CPA reserves the right to test
requested samples or items prior to contract award under this RFO and Respondent will bear all costs
of any testing. After contract award and prior to payment, CPA may conduct acceptance testing on
the requested items delivered under the Contract. If the delivered and/or installed requested items fail
to meet or exceed the acceptance criteria or any other requirement of the Contract, CPA may refuse to
accept the requested items. If CPA refuses to accept the requested items, CPA shall return such
requested items at Successful Respondent’s sole expense. If the delivered, requested items meet or
exceed all conditions and requirements of the Contract, CPA shall notify Successful Respondent in
writing that Successful Respondent may submit an invoice to CPA’s Accounts Payable Division for
such requested items. CPA reserves the right to revoke prior acceptance for, among other things,
latent defects.

Except as otherwise mutually agreed by CPA and Successful Respondent for specific Services,
CPA’s evaluation period shall be ten (10) business days for each written deliverable. On or before the
10th business day following receipt of a written deliverable by CPA, CPA shall either provide
Successful Respondent with (1) CPA’s written acceptance of the written deliverable, or (2) CPA’s
written rejection of the written deliverable. In the event CPA has not notified Successful Respondent
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in writing of any rejection of any deliverable within ten (10) business days of delivery of such
deliverable shall be deemed to have been accepted by CPA.

31. Section V., Part 6. of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

6. Delivery; Dates; Delays; Delivery Hours. Regardless of whether the latest acceptable delivery
date is specified in the Mandatory Price Sheet of this RFO, Respondent must list the number of days
required to place equipment or goods in CPA’s designated location under normal conditions. Failure
to state a delivery time obligates Respondent to complete delivery in fourteen (14) calendar days or
by the latest acceptable delivery date specified in Section II (Specifications) or the Mandatory Price
Sheet of this RFO. Unrealistically short or long delivery promises may cause an Offer to be
disregarded. Consistent failure to meet delivery promises without valid reason may result in
Successful Respondent’s removal from the State of Texas’ Centralized Master Bidders List (CMBL).
If Successful Respondent determines that it will be unable to comply with any scheduled deadline or
delivery of the requested items required under the Contract, Successful Respondent shall notify CPA
in advance in writing of the expected delay, the reason for the delay and the date by which the
requested items may be expected. CPA may, in its sole discretion, approve such delay in writing.
Notwithstanding anything in this Part 6 (Delivery; Dates; Delays; Delivery Hours) to the contrary,
CPA reserves the right to terminate the Contract and CPA does not waive any rights or remedies
available to CPA for Successful Respondent’s material nonperformance under the Contract
Successful Respondent must deliver all items during CPA’s standard business hours unless CPA’s
Procurement Section provides prior written approval for delivery before or after standard business
hours.

32. Section V., Part 26.2 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

26.2. CPA Upon 30 days’ Notice. CPA may, in its sole discretion, terminate or cancel the Contract
with thirty (30) calendar days’ written notice to Successful Respondent. If CPA terminates this
Contract under this provision, (i) there shall be no refund, rebate or credits for fees paid by CPA or
due for payment by CPA in any contract year prior to the contract year in which such termination
occurs, (ii) there shall be no refund, rebate or credits for fees paid by CPA or due for payment by the
CPA for Licensed Software, software maintenance, data license, technical support, or authorized
work actually performed by Contractor in accordance with all requirements of this Contract in the
contract year in which such termination occurs. To the extent no fees have been paid by CPA in the
contract year in which such termination occurs, CPA’s sole and maximum obligation shall be to
authorize payment to Contractor in an amount equal to the percentage of the total reimbursement
payable under this Contract that corresponds to the percentage of previously authorized work
completed in accordance with all requirements of this Contract up to the effective date of termination.

33. Section V., Part 26.3 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

26.3. Successful Respondent’s Nonperformance. Successful Respondent’s Nonperformance. If

Successful Respondent fails to materially comply with any requirement of the Contract, including, but
not limited to, those requirements included in this RFO, and fails to correct and such material non-
compliance within thirty (30) days of receipt of written notice of such material non-compliance from
CPA, CPA may immediately terminate or cancel the Contract, and pursue all rights and remedies
against Successful Respondent under the Contract and any applicable law (including a refund of any
unused portion of pre-paid fees). In addition, CPA will report defaulting Successful Respondent to the
Statewide Procurement Division for possible action by the Statewide Procurement Division against
defaulting Successful Respondent.

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34. This following Section V., Part 26.5 is added to Exhibit B (CPA’s RFO) to the Contract:

26.5 CPA’s Nonperformance. If CPA is in material breach of any provision of this Contract and
does not cure such material breach within sixty (60) days of receipt of written notice of such material
non-compliance from Successful Respondent, Successful Respondent shall have the right to terminate
this Contract, in addition to all other remedies available at law and equity. Nothing in this section
shall be construed as waiving or limiting either party’s rights or obligations under the Texas Prompt
Payment Act, Texas Government Code, Chapter 2251.

Successful Respondent shall not incur further obligations or render further performance past the
effective date of the termination notice.

In the event of any termination pursuant to this Section V, Part 26.5, (i) there shall be no refund,
rebate or credits for fees paid by CPA or due for payment by CPA in any contract year prior to the
contract year in which such termination occurs, (ii) there shall be no refund, rebate or credits for fees
paid by CPA or due for payment by CPA for Licensed Software, software maintenance, data license,
technical support, or authorized work actually performed by Contractor in accordance with all
requirements of this Contract in the contract year in which such termination occurs, and to the extent
no fees have been paid by CPA in the contract year in which such termination occurs, CPA shall pay
Successful Respondent an amount equal to the percentage of the total reimbursement payable under
this Contract that corresponds to the percentage of previously authorized work completed in
accordance with all requirements of this Contract up to the effective date of termination.
Notwithstanding anything to the contrary, Successful Respondent’s damages resulting from any
material breach by CPA are subject to the limitations set forth in Texas Government Code, Chapter
2260, and nothing in this section shall be construed as waiving CPA’s sovereign immunity.

35. Section V., Part 39 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

39. Assignment. Neither Successful Respondent nor CPA may assign the Contract or assign, transfer
or delegate, in whole or in part, any of its interest in, or rights or obligations under, the Contract
without the prior written consent of the other party, and any attempted or purported assignment,
transfer or delegation thereof without such consent shall be null and void.

36. Section V., Part 44 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

44. INDEMNIFICATION. SUCCESSFUL RESPONDENT SHALL DEFEND, INDEMNIFY

AND HOLD HARMLESS THE STATE OF TEXAS AND CPA, AND/OR THEIR OFFICERS,
AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR
DESIGNEES (COLLECTIVELY, THE “INDEMNITEES”) FROM AND AGAINST ANY
AND ALL THIRD PARTY CLAIMS ARISING OUT OF ANY BREACH OF THIS
CONTRACT BY SUCCESSFUL RESPONDENT. THE DEFENSE SHALL BE
COORDINATED BY SUCCESSFUL RESPONDENT WITH THE OFFICE OF THE TEXAS
ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS
IN ANY LAWSUIT AND SUCCESSFUL RESPONDENT MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE TEXAS ATTORNEY GENERAL. SUCCESSFUL RESPONDENT AND
CPA AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY
SUCH CLAIM. THIS SECTION IS NOT INTENDED TO AND SHALL NOT BE
CONSTRUED TO REQUIRE SUCCESSFUL RESPONDENT TO INDEMNIFY OR HOLD
HARMLESS ANY INDEMNITEE FOR ANY CLAIMS OR LIABILITIES RESULTING
FROM THE NEGLIGENT ACTS OR OMISSIONS ANY INDEMNITEE OR ANY OF THEIR
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RESPECTIVE EMPLOYEES.

37. Section V., Part 45 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

45. INDEMNIFICATION (INTELLECTUAL PROPERTY). SUCCESSFUL RESPONDENT

SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS CPA AND THE STATE OF
TEXAS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS THAT THE
SERVICES OR DELIVERABLES PROVIDED TO CPA UNDER THIS CONTRACT
VIOLATE, MISAPPROPRIATE OR INFRINGE SUCH THIRD PARTY’S PATENT,
TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL
PROPERTY RIGHTS, AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR
PRIVACY RIGHTS. SUCCESSFUL RESPONDENT AND CPA AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. NOTICE SHALL
BE CONSIDERED TIMELY IF DELIVERED WITHIN FIVE (5) BUSINESS DAYS.
SUCCESSFUL RESPONDENT SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE,
INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY
SUCCESSFUL RESPONDENT WITH THE OFFICE OF THE TEXAS ATTORNEY
GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN
ANY LAWSUIT AND SUCCESSFUL RESPONDENT MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG
WHICH SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED.
IN ADDITION, SUCCESSFUL RESPONDENT WILL REIMBURSE CPA AND THE STATE
OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES, OR OTHER AMOUNTS,
INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND COURT
COSTS, ARISING FROM ANY SUCH CLAIM. IF CPA DETERMINES THAT A CONFLICT
EXISTS BETWEEN ITS INTERESTS AND THOSE OF SUCCESSFUL RESPONDENT OR
IF CPA IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, CPA
WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND SUCCESSFUL
RESPONDENT WILL PAY ALL REASONABLE COSTS OF CPA’S COUNSEL.
SUCCESSFUL RESPONDENT WILL NOT BE OBLIGATED UNDER THIS SECTION TO
THE EXTENT THE THIRD PARTY CLAIM RESULTS FROM: (I) USE OF THE
SERVICES OR DELIVERABLES IN APPLICATIONS, BUSINESS ENVIRONMENTS OR
PROCESSES FOR WHICH THEY WERE NOT DESIGNED OR CONTEMPLATED; (II)
MODIFICATIONS TO THE SERVICES OR DELIVERABLES NOT MADE BY OR
EXPRESSLY AUTHORIZED BY SUCCESSFUL RESPONDENT; OR (III) USE OF THE
SERVICES OR DELIVERABLES NOT IN ACCORDANCE WITH THE CONTRACT.
SUCCESSFUL RESPONDENT REPRESENTS AND WARRANTS THAT IT HAS
DETERMINED WHAT LICENSES, PATENTS AND PERMITS ARE REQUIRED UNDER
THE CONTRACT AND HAS ACQUIRED ALL APPLICABLE LICENSES, PATENTS, AND
PERMITS.

38. Section V., Part 54 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

54. Subcontracts. Successful Respondent may not subcontract for any of the equipment, software,
warranties, or Services required under the Contract without the prior written consent of CPA which
shall not be unreasonably withheld, delayed or conditioned. For purposes of clarification,
“Subcontractor” shall not include vendors providing data, applications, cloud services or software to
Successful Respondent and which are used in performance of the Services. Should Successful
Respondent subcontract any such items, Successful Respondent expressly understands and
acknowledges that in entering into such subcontract(s), CPA is in no manner liable to any
subcontractor(s) of Successful Respondent. In no event shall this provision relieve Successful
Respondent of the responsibility for ensuring that the services rendered under all subcontracts are
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rendered in compliance with the Contract. Successful Respondent will retain responsibility for
ensuring that the performances rendered under any subcontracts comply with all requirements of the
Contract as if Successful Respondent rendered such performances. Successful Respondent shall
comply with all applicable Historically Underutilized Business (HUB) requirements of Texas law and
the Contract.

39. Section V, Part 55 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

55. Intellectual Property; Ownership; Data Usage Rights.

A. Title and Ownership Rights

i. Successful Respondent. Subject to clause ii below, Successful Respondent, or its licensors,

retains title to and all ownership rights and all intellectual property rights in all Services, data
or Deliverables provided to CPA under this Contract. Nothing in the immediately preceding
sentence limits in any way the data usage rights granted to CPA in clause iii below, including
the perpetual licenses described therein.

ii. CPA. Notwithstanding clause i above, CPA retains title to and all ownership rights in CPA
Data, but grants Successful Respondent the right to access and use CPA Data for the purpose
of complying with its obligations under this Contract.

iii. Data Usage Rights. CPA shall receive the following usage rights from the Successful
Respondent:

• Non-exclusive, license to the data that would be provided in the mapping platform
solution being provided by Successful Respondent. The term for such license shall be a
term license; provided that upon receipt of payment in full for the fees for the LightBox
Smart Fabric BSL Data and Ookla Speedtest Data License for the Initial Term and for the
2nd Year Term (as set forth on Table 2 of Price Schedule 2), such license shall become
perpetual;
• Unlimited rights to access, prepare, use, copy, modify, reproduce, prepare derivative
works, and distribute the data for internal use, including by and to personnel, third-party
contractors, and other entities granted the same license, as necessary to accomplish the
goals of the Texas broadband data collection (the “Texas Broadband Purpose”);
• Rights to publish aggregate/derivative data, such as broadband coverage by customer,
county, Metropolitan Statistical Area, Congressional District, Census Designated Place,
tribal area, or other US Census Bureau-defined boundary;
• Rights to publish and display data via an online map, or in reports or other static formats
(e.g. PDF);
• Rights to publish complete information about broadband serviceable locations (BSLs) for
a subset of locations to support Universal Service Fund programs;
• Rights to publish metadata via relevant federal channels such as the FCC, USDA, and
NTIA;
• Rights to access, prepare, use, copy, modify, reproduce, prepare derivative works, and
otherwise publish the data provided as a deliverable under this Contract as set forth above
shall not expire at the conclusion of this Contract; Rights to provide other parties with
rights in the data provided;
• Rights to request provider to use the data for the purpose of correcting or otherwise
modifying the provider’s submitted data; and
• Rights that would benefit Tribal, State, and local governmental entities, and approved
third parties, within Texas, a limited end-user license to the data provided.

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iv. The end-user license. The end-user license shall:

• Provide rights to access, prepare, use, copy, modify, reproduce, and prepare derivative
works from the data subject to this end-user license as necessary to generate and submit
broadband availability data to CPA for the Texas Broadband Purpose; and
• Provide rights to access the data subject to this end-user license via API and/or download
from any website being created by CPA for the Texas Broadband Purpose.
• Prohibit commercial use, publication, and/or non-commercial use for purposes beyond
broadband mapping in Texas.
• Allow access to the data subject to this end-user license by any filer of broadband
availability data in the broadband data collection.

v. Licenses and Services. Successful Respondent grants CPA the licenses, access, and use rights
described in clause iii above during the term of this Contract. The licenses, access, and use
rights granted by Successful Respondent under this Contract include a nonexclusive license:
(a) to use and access the solution in whole and in part, for supporting the internal operations
of CPA and processing data as contemplated by this Contract for the Texas Broadband
Purpose; and (b) granting Users the right to use and access the solution in whole or in part
solely for the Texas Broadband Purpose. “Users” means persons, individuals, or legal entities
who will have use of and access to the solution for the Texas Broadband Purpose, including
but not limited to employees and contractors of Texas.

40. Section V., Part 58 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

58. Entire Agreement. Except as expressly provided otherwise herein, the Contract will represent
the entire agreement by and between CPA and Successful Respondent regarding the subject matter of
this RFO. The Contract may not be changed except by the mutual, written agreement of the parties.

41. Section V., Part 70 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

70. [Intentionally deleted.]

42. Section V., Part 72 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

72. [Intentionally deleted.]

43. Section V., Part 85 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

85. Survival of Terms. Termination of the Contract for any reason shall not release Successful
Respondent or CPA from liability or obligation set forth in the Contract that is expressly stated to
survive any such termination or by its nature would be intended to be applicable following any such
termination, including the provisions regarding confidentiality, indemnification, transition, records,
audit, property rights, dispute resolution, invoice and fees verification.

44. Section VI., Part 10 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

10. By signature hereon, Respondent represents and warrants that all statements and information
prepared and submitted in response to this RFO are current, complete, and accurate in all material
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respects.

45. Section VI., Part 24 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

24. By signature hereon, Respondent represents that neither Respondent nor to its knowledge any of
its employees, agents, or representatives that will directly provide the Services under the
Contract, including any subcontractors and employees, agents, or representative of such
subcontractors, proposed in the Offer has been convicted of a felony criminal offense, or that if
such a conviction has occurred Respondent has fully advised CPA of the facts and circumstances
in its Offer.

46. Section VIII., Part 7 of Exhibit B (CPA’s RFO) to the Contract is deleted in its entirety and replaced with
the following:

7. If Respondent is required by applicable law, regulation, or legal process to disclose any

Confidential Information, then to the extent permitted by applicable law, regulation, subpoena or
other court process, Respondent shall provide CPA with prompt notice of any such requirement
prior to delivery of the Confidential Information to allow CPA a reasonable opportunity to seek a
protective order or equivalent.

C. Any exceptions made by Contractor in Exhibit E (Contractor’s Offer) that are not specifically addressed
in this Section are not accepted by CPA.

V. Contract Amount; Payments

A. Payments to Contractor under this Contract will not exceed the rates and will be in accordance with the Price
Sheet in Exhibit A to this Contract. Prior to authorizing any invoices for payment under this Contract, CPA
shall evaluate Contractor’s performance against the requirements of this Contract. CPA may, in its reasonable
discretion, require additional documentation to support payment and Contractor shall respond to any such
requests within five (5) days of receipt.

B. Except as specifically provided for otherwise in Exhibit B (CPA’s RFO), services shall be invoiced on an
annual basis on or after the effective date of the Contract for its initial term and upon the commencement of
any optional renewal period provided for in Section VI. Payment shall be made in accordance with Texas
Prompt Payment Act, Chapter 2251 of the Texas Government Code. CPA shall not pay any amounts for any
purpose to Contractor or any other entity, except as expressly provided for in this Contract. CPA reserves the
right to make payments only upon receipt of a correct invoice, including all of the required supporting
documentation. CPA also reserves the right to refuse payments for invoices that exceed the rates specified in
Exhibit A to this Contract.

C. Chapter 2251 of the Texas Government Code shall govern remedies for late payment and non-payment.

VI. Term

This Contract shall become effective on the date signed by CPA, after having first been signed by Contractor, and
the initial term shall continue through December 31, 2022; the second term shall commence on January 1, 2023
and continue through December 31, 2023, and the third term shall commence on January 1, 2024 and terminate on
December 31, 2024, unless otherwise sooner terminated as provided in this Contract. Without limitation on the
termination and cancellation provisions of Exhibit B (CPA’s RFO) to the Contract, the continuation of this
Contract is subject to Section VII (Availability of Funds; Legislative Action; Necessity of Performance) of this
Contract. CPA may, in its sole discretion, exercise the option to extend this Contract for up to two (2) additional
one (1) year periods, one year at a time. The periods are January 1, 2025 through December 31, 2025; and January
1, 2026 through December 31, 2026. To exercise the option to extend the term, CPA will notify Contractor in

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writing thirty (30) days prior to the expiration of the then-current period.

VII. Availability of Funds; Legislative Action; Necessity of Performance

CPA’s performance of its obligations under this Contract is contingent upon and subject to the availability of and
actual receipt by CPA of sufficient and adequate funds from the sources contemplated by this Contract. This
Contract is subject to termination or cancellation, without penalty to CPA, either in whole or in part, subject to the
availability of state funds. CPA is a state agency whose authority and appropriations are subject to actions of the
Texas Legislature. If CPA becomes subject to a legislative change, revocation of statutory authority, or lack of
appropriated funds which would render either CPA’s or Contractor’s delivery or performance under this Contract
impossible or unnecessary, this Contract will be terminated or cancelled and be deemed null and void. In the
event of a termination or cancellation under this Section, CPA will not be liable to Contractor for any damages,
which are caused or associated with such termination, or cancellation and CPA will not be required to give
advance notice. CPA will not be entitled to a refund of previously paid fees for Licensed Software and Software
Maintenance and Technical Support.

VIII. Amendments

This Contract shall be amended only upon written agreement of Contractor and CPA; however, Contractor may
issue PO Change Notices for ordering and tracking purposes consistent with this Contract, provided such PO
Change Notices incorporate this Contract.

IX. Merger

This Contract contains the entire agreement between Contractor and CPA relating to the rights granted and the
obligations assumed in it. Any oral representations or modifications concerning the Contract shall be of no force
or effect unless contained in a subsequent writing, signed by both parties. This Contract shall not be construed
against the party that has prepared the Contract, but instead shall be construed as if all parties prepared this
Contract.

X. Signatories

The undersigned signatories represent and warrant that they have full authority to enter into this Contract on
behalf of the respective parties named below. This Contract may be executed in one or more counterparts, each of
which is an original, and all of which constitute only one agreement between the parties.

TEXAS COMPTROLLER OF PUBLIC ACCOUNTS LIGHTBOX PARENT, L.P.

By: By:

Name: Lisa Craven Name: Andrew J. Dunklau

Title: Deputy Comptroller Title: General Manager, Location Intelligence

Date: 7/29/2022 | 10:37 AM CDT Date: July 27, 2022

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EXHIBIT A
REVISED PRICE SHEET

(Cover Page)

CPA CMD 22-7479TB, Exhibit A – Revised Price List

DocuSign Envelope ID: 0AC76F2B-E21F-4146-9F1A-DACE384FEBFD

Price Schedule 1

Implementation Services for (Refer to Section II, Part D.9 of the RFO)
Price Schedule 1
the System

2nd 3rd 1st 2nd

Initial Term Year Year Optional Optional
Milestone-Based Unit of Term Term Renewal Renewal
Description Term Term
Line Item Pricing* Measure
Date of 1/01/2024 1/01/2025
1/1/2023 to 1/01/2026 to
Award to to to
12/31/2023 12/31/2026
12/31/2022 12/31/2024 12/31/2025
Implementation Services to include the Name of Milestone 1: $ $821,600.00 $300,800.00* $300,800.00* $300,800.00* $300,800.00*
following for the System: a GIS State of Name of Milestone 2: $
Texas Broadband Availability Map, its
hosting, the data set acquisition and its Insert lines as necessary for
associated database and annual each proposed milestone
updates: *Respondent should propose
milestone-based pricing, the
▪ Implementation Strategy and breakout cost for each
Anticipated Timeline proposed milestone must be
▪ Project Management Services identified by line item for all the
1 Job
▪ Personnel milestones which comprise
▪ Design Validation Services performance of the
▪ Software Installation, Environment Implementation Services.
Set-Up, and Architecture Assessment The total cost for all the
Services milestones which comprise
▪ Integration Services performance for the
▪ Hosting Services for the Map, working Implementation Services must
with CPA Technical Staff be the same as the firm price
▪ Testing Services of the Implementation Services
▪ Database Services “Job”.
▪ Deployment Services
▪ Knowledge Transfer Services
▪ Post Go-Live Support- Stabilization
▪ Post Go-Live Support – Annual Updates
▪ TX Providers Outreach – data
acquisition of Form 477 on an annual
▪ basis
Sub-totals for Firm Price for Implementation Services: $821,600.00 $300,800.00 $300,800.00 $300,800.00 $300,800.00
Total for Firm Price for Implementation Services: $2,024,800.00
* To be invoiced in full in advance on or about the commencement of such term

CPA CMD 22-7479TB, Exhibit A – Revised Price List Page 2 of 6

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Price Schedule 2

(Refer to *Respondent may complete either one or both tables of

Licensed Software and Software
Price Schedule 2* Section II, Part Price Schedule 2 depending on the hosting model of the
Maintenance and Technical Support
D.7 of the RFO) proposed System.

Table 1 for Proposed Solutions with Server-Based Licensed

Software
1st Optional 2nd Optional
Initial Term 2nd Year Term 3rd Year Term
Unit of Renewal Term Renewal Term
Description
Measure Date of Award to 1/01/2023 to 1/01/2024 to 1/01/2025 to 1/01/2026 to
12/31/2022 12/31/2023 12/31/2024 12/31/2025 12/31/2026
2.1 Licensed Software 1 Each $ n/a $ n/a $ n/a n/a $ n/a
• 1 server license
2.2 Software Maintenance Services 1 Each $ n/a $ n/a $ n/a n/a $ n/a
• 1 server license
Insert lines as necessary for each offered product 1 Each $ n/a $ n/a $ n/a n/a $ n/a

Total for Price Schedule 2, Table 1: $ n/a $ n/a $ n/a n/a $ n/a
Table 2 for Proposed Solutions with SaaS
1st Optional 2nd Optional
2nd Year Term 3 Year Term
Initial Term Renewal Term Renewal Term
Unit of
Description
Measure
Date of Award to 1/01/2023 – 1/01/2024 – to 1/01/2025 to 1/01/2026 to
12/31/2022 12/31/2023 12/31/2024 12/31/2025 12/31/2026
3.1 Licensed Software - SaaS 1 Each $31,250.00* $80,000.00* $85,000.00* $90,000.00* $95,000.00*
• ESRI ArcGIS licensing
LightBox Smart Fabric BSL Data and Ookla 1 Each $370,833.33* $890,000.00* $890,000.00* $890,000.00* $890,000.00*
Speedtest Data License
Total for Price Schedule 2, Table 2: $402,083.33 $970,000.00 $975,000.00 $980,000.00 $985,000.00
* To be invoiced in full in advance on or about the commencement of such term

CPA CMD 22-7479TB, Exhibit A – Revised Price List Page 3 of 6

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Price Schedule 3

(Refer to Section I, Part D.10 Formal Training Services of the

Price Schedule 3 Formal Training Services
RFO)

1st Optional 2nd Optional

Initial Term 2nd Year Term 3rd Year Term
Unit of Renewal Term Renewal Term
Description
Measure Date of 1/01/2023 to 1/01/2024 to 1/01/2025 to 1/01/2026 to
Award to 12/31/2023 12/31/2024 12/31/2025 12/31/2026
12/31/2022
4.1 Insert lines as necessary for each proposed 1 Job $8,000.00* $8,000.00* $8,000.00* $8,000.00* $8,000.00*
Training Service. Refer to Appendix A –
Broadband Availability Map Requirements End-user training End-user training End-user training End-user training End-user training
Response Template- TABLE A4: Training four (4) 2-hour four (4) 2-hour four (4) 2-hour four (4) 2-hour four (4) 2-hour
required, for mandatory Training virtual sessions, virtual sessions, virtual sessions, virtual sessions, virtual sessions,
Requirements. unlimited unlimited unlimited unlimited unlimited
For each Training Services specify the audience audience audience audience audience
following:
• Type of Training, e.g., virtual training Technica Technica Technical Technica Technical
led by instructor, on-site led by l training l training training l training training
four (4) 2-hour four (4) 2-hour four (4) 2-hour four (4) 2-hour four (4) 2-hour
instructor, etc.
virtual sessions, virtual sessions, virtual sessions, virtual sessions, virtual sessions,
• Number of CPA employees included in unlimited unlimited unlimited unlimited unlimited
cost, audience audience audience audience audience
• Maximum number CPA employees for
each training service, and
Unit of measure for each training service

Total for Formal Training: $8,000.00 $8,000.00 $8,000.00 $8,000.00 $8,000.00

* To be invoiced in full in advance on or about the commencement of such term

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Price Schedule 4

(Refer to Section II, Part D.11 of the RFO)

Price Schedule 4 Supplemental Services

1st Optional 2nd Optional

Initial Term 2nd Year Term 3rd Year Term
Unit of Renewal Term Renewal Term
Description
Measure Date of Award 1/01/2023 to 1/01/2024 to 1/01/2025 to 0/01/2026 to
to 12/31/2022 12/31/2023 12/31/2024 12/31/2025 12/31/2026
5.1 Supplemental Services 1 Hour $ n/a $ n/a $ n/a $ n/a $ n/a
Total for Supplemental Services: $ n/a $ n/a $ n/a $ n/a $ n/a

CPA CMD 22-7479TB, Exhibit A – Revised Price List Page 5 of 6

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Price Schedule 5

Price Schedule 5
Optional Features, Products, and Services (Refer to
Section II, Part D.13 of the RFO)

1st Optional 2nd Optional

Initial Term 2nd Year 3rd Year Term
Unit of Renewal Term Renewal Term
Description
Measure Date of Award 1/01/2023 to 1/01/2024 to 1/01/2025 to 1/01/2026 to
to 12/31/2022 12/31/2023 12/31/2024 12/31/2025 12/31/2026
6.1 Additional Software Licenses $600,000.00* $600,000.00* $600,000.00* $600,000.00* $600,000.00*
(state enterprise SmartFabric license across
all state departments)
6.2 Additional Software Maintenance Services $ n/a $ n/a $ n/a $ n/a $ n/a
(Specify product/program name)
6.3 Insert lines as necessary for each offered $ n/a $ n/a $ n/a $ n/a $ n/a
Optional Feature, Product, and Service.
Refer to Appendix B -Optional Services
Response Template, for non-mandatory
optional functional requirements.

6.4 $ n/a $ n/a $ n/a $ n/a $ n/a

Total for Optional Features, Products, and Services: $600,000.00 $600,000.00 $600,000.00 $600,000.00 $600,000.00

* To be invoiced in full in advance on or about the commencement of such term

CPA CMD 22-7479TB, Exhibit A – Revised Price List Page 6 of 6

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EXHIBIT B
CPA’S RFO

(Cover Page)

CPA CMD 22-7479TB, Exhibit B – CPA’s RFO Page 1 of 1

DocuSign Envelope ID: 0AC76F2B-E21F-4146-9F1A-DACE384FEBFD

EXHIBIT C
CONTRACTOR’S BAFO

(Cover Page)

CPA CMD 22-7479TB, Exhibit C – Contractor’s BAFO Page 1 of 1

DocuSign Envelope ID: 0AC76F2B-E21F-4146-9F1A-DACE384FEBFD

EXHIBIT D
CONTRACTOR’S OFFER

(Cover Page)

CPA CMD 22-22-7479TB, Exhibit D – Contractor’s Offer Page 1 of 1